American Society of Business Publication Editors Constitution and Bylaws

As amended and approved October 11, 2011

Constitution

ARTICLE I

Section I.

The name of this organization shall be the American Society of Business Publication Editors.

ARTICLE II: Purpose

Section I.

The purpose of the Society shall be to serve and to advance the profession of editing for business publications, and to encourage the highest ethical standards at those publications. As defined by the Society, business publications are print periodicals with a frequency no greater than weekly, and electronic or Internet media of any frequency, which focus primarily on the professional or occupational interests of business-to-business readers.

ARTICLE III: Offices

Section I.

The principal office of the Society shall be in such location within or without the State of Illinois as shall be designated by the Board of Directors. The Society may maintain additional offices at such other locations as the Board of Directors may designate. The Society shall have and continuously maintain within the State of Illinois a registered agent and a registered office at such location as may be designated by the Board of Directors.

ARTICLE IV: Objectives

Section I.

The objectives of this Society shall be:

1. To promote the highest standards in education, research and the practice of business-to-business publication editing.

2. To elevate the professional status of journalists who work for business-to-business media publications.

3. To improve the editorial and publication management skills of members.

4. To encourage closer cooperation among business publication editors with other media and professional publication organizations..

5. To develop editorial excellence standards and codes of ethics to help editors better serve their readership and marketplace.

6. To help maintain and strengthen the American Society of Business Publication Editors Foundation.

7. To establish, recognize and support ASBPE Regions across the U.S.

8. To promote business publication editing as a career.

9. To promote the value of business publication journalism.

ARTICLE V: Corporate Status

Section I.

The Society is a non-profit corporation organized under the laws of the State of Illinois. Elected officers of the Society as listed in Article VII of this constitution are the officers of the corporation. The National Board of the Society is the Board of Directors of the Corporation. If the corporation is dissolved, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation to such organizations operating exclusively for educational purposes as the Board of Directors shall direct.

ARTICLE VI: Membership

Section I.

The membership of this Society is national in scope and shall be elective on an individual, personal basis. Membership is non-transferable and shall consist of:

Staff Editor Members. Persons employed full-time or part-time in an editorial (writer/editor) capacity by a business publication shall be eligible to be staff editor members of the Society. Staff Editor Members shall be voting members of the Society, and at the discretion of the Board of Directors, be eligible to serve as chapter presidents and officers of the national board.

Section III.

Freelance Members. Persons who edit or write regularly for business publications, but who are not employed by such publications, shall be eligible to be freelance members of the Society. Freelance members shall be voting members of the Society and shall, at the discretion of the Board of Directors, be eligible to serve as chapter presidents and officers of the national board.

Section IV.

Art/Design Members. Persons employed full-time or part-time in an artistic capacity by a business publication shall be eligible to be Art/Design members of the Society. Art/Design Members shall be voting members of the Society, and at the discretion of the Board of Directors, be eligible to serve as chapter presidents and officers of the national board.

Section V.

Academic Members. Persons who are members of the faculty, in the departments of journalism or any related field, at institutions of higher learning or high schools shall be eligible to be non-voting members of the Society.

Section VI.

Student Members. Students of journalism or any related field at all institutions of higher learning shall be eligible to be non-voting members of the Society.

Section VII.

Affiliate Members. Persons engaged in public relations or corporate communications or as vendors and other persons having a professional or occupational interest in journalism, communications, or business publications shall be eligible to be non-voting members of the Society.

Section VIII.

Only staff editor and freelance members shall be eligible to serve as directors and officers of the Society. Only staff editor and freelance members shall be eligible to vote on Society matters or to hold any director or officer position within any Region of the Society. Non-voting members of the Society shall receive all other benefits attendant to Society membership and shall be eligible to participate in all Society activities except as set forth herein.

Section IX.

Applications for membership shall be submitted to Society headquarters and shall be accepted or rejected (based on the membership requirements above) by the Society’s professional staff, in consultation with the Society’s Membership Committee. Persons whose membership applications have been denied may appeal that denial to the Society’s Board of Directors. The Board of Directors shall have final authority to determine an applicant’s appropriate membership class.

Section X.

The Board of Directors is authorized to expel any member when the professional or business conduct of the member is detrimental to the interests of the Society. The Board of Directors shall receive and consider all complaints concerning the conduct of Members. A vote to expel a member shall be by two-thirds vote of the Board of Directors. Notice of the intent to vote on expulsion of a member must be sent to the member involved at least -30 days prior to the meeting at which such vote is to be taken. The member shall have full opportunity to present testimony or other evidence, either in advance of or during the meeting at which the expulsion is to be considered. Dues will not be refunded to any expelled member.

Section XI.

All members of the Society shall pay dues annually in such amounts as are determined by the Board of Directors. The Board of Directors may establish different dues amounts for each membership category. Membership shall be effective on the first day of the month following approval of a membership application and payment of dues. The Society shall drop from its membership rolls any person who has not paid his or her dues following three billing notices.

Each officer shall serve a two-year term. Only the Secretary-Treasurer may be elected for an additional term or until a successor has been duly elected. Those officers may succeed to office only once.

Section III.

Election of these officers and their duties shall be as provided for in the Bylaws.

Section IV.

Officers shall begin their terms of service immediately at the close of the annual meeting and continue until their successors are qualified.

ARTICLE VIII: Board of Directors

Section I.

The Executive Committee of the Board of Directors of the Society shall consist of the officers: President, Vice President, Regional Director Liaison, Secretary- Treasurer and the Immediate Past President. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority and perform the duties prescribed from time to time by the Board of Directors. No two offices may be held by the same person. To be eligible to serve as an elected officer of the Association, one must be Staff Editor or Freelance member in good standing, and who has completed at least one year of service on the Board of Directors.

Section II.

The Board of Directors of the Society shall consist of the five officers, and eight directors. Eight directors will be elected at large by members of the Society,and a non-voting advisory member who is a current Trustee of the ASBPE Foundation and designated by the Foundation.

The number of voting directors shall be thirteen (13), or such greater number as may be determined by a two-thirds vote of the Board of Directors at a meeting at which a quorum is present. The Board of Directors shall at all times include five officers and 8 directors.

Section III.

The eight directors elected at large shall be elected by the Membership for a term of three years in staggered terms. A Director may not serve more than two consecutive terms. A previous Board Director may run again for a position on the board after they have not served on the board for at least one year from the time of their final term’s expiration date.

Section IV.

The Board of Directors shall be the managing body of the Society, vested with full power to conduct all business of the Society subject to the laws of the State of Illinois, the Articles of Incorporation, the Constitution and Bylaws and the mandate of the membership.

The Board of Directors shall have the power to establish rules and regulations consistent with the Constitution and Bylaws to govern the Board of Director’s organization and procedures. Any decision of policy, not previously approved by the Board of Directors or covered in the Constitution and Bylaws, shall be submitted to the Board of Directors for approval.

The Board of Directors may censure, suspend or expel any Member for cause.

The Board of Directors shall receive and review all complaints concerning the conduct of Members.

The Board of Directors shall determine the date and place of the annual meetings of the Society one year in advance and may call additional meetings as deems necessary.

The Board of Directors shall fill middle-of-term vacancies in the Office of Vice President, Secretary-Treasurer, and Member-at-Large, by a majority vote at any regular or special meeting or by electronic or mail ballot if no Board meeting is scheduled within 30 days of such vacancy.

The Board of Directors shall determine the assessment of dues and fees upon recommendation of the Secretary/Treasurer.

The Board of Directors shall cause to be bonded by a surety company all officers and employees of the Society entrusted with Society funds. It shall approve a budget for carrying out the activities of the Society for the ensuing year.

The Board of Directors shall, under the times of financial stress or national emergency, have the power to act in any manner necessary for the welfare of the Society. (Article VIII, Bylaws)

Standing committees shall consist of any category of members recognized by the Society. The members of all standing committees shall be appointed by the President and shall be for two-year renewable terms unless otherwise indicated. The President shall appoint members to fill vacancies on all standing committees. All standing and ad hoc committees shall be responsible for providing the Board of Directors with reports of its activities as requested by the President or the Board.

Section III.

The Membership Committee shall consist of the Chair and at least three Members. Each serving a term of two years in staggered terms. The President shall appoint the chair annually. The Secretary-Treasurer shall oversee this committee. The Committee shall serve in an advisory role to staff to help review applicants for Membership to determine eligibility of the applicants, investigate and implement new benefits that enhance the value of membership, develop membership marketing strategies for membership recruitment and retention in accordance with the Constitution and Bylaws when requested. This committee also will be responsible for updating and maintaining the current Society database, investigating other sources to enhance the database information to grow the Society’s membership, and to track member statistical information.

Section IV.

The Education Committee shall consist of the Chair and at least 3 Members Each serving a term of two years in staggered terms. The President shall appoint the chair annually. The Regional Director Liaison shall over see this committee. This Committee shall coordinate and be responsible for all educational programs sponsored by the Society at the National level (inclusive of the National Editorial and Digital Conferences) and Regional level. This committee shall develop educational programs consistent with the objectives of the Society for its Members. This Committee shall recommend to the Board of Director sites for future National Society meetings.

Section V.

The Communications Committee shall consist of the Chair and at least 5 Members, each serving a term of three years in staggered terms. The President shall appoint the chair annually. The Vice President shall oversee this committee.

This committee shall be responsible for maintaining current information on the web site, uploading web content, overseeing the blog, coordinating social networking initiatives and being the liaison with each of the other Society committees to coordinate information to be uploaded on to the web site. The committee shall also be responsible for making recommendations on new technology options to continually enhance the Society’s web site. They shall also be responsible for the creation of promotional communications between the Society and those within business-to-business publications, including any and all press releases regarding the Society or its activities.

Section VI.

The Competition Committee shall consist of the Chair and at least three Members, each serving for a term of two years in staggered terms. The President shall appoint the chair annually. The President shall oversee this committee. This committee shall be responsible for reviewing, updating, developing new and maintaining categories relevant to the business-to-business publication industry, including Magazine of the Year (MOY) and Web site of the Year (WOY). The committee shall also be responsible for the development of a timeline, procedures, theme, promotional schedule and brochure for the competition. They shall also be responsible for the development and implementation of all aspects of the Lifetime Achievement Award, Journalism That Matters Award, and the Young Leaders Scholarship Awards program. The committee shall also be responsible for locating and maintaining a pool of qualified judges.

Section VII.

The Finance Committee shall consist of the Secretary-Treasurer and at least three members, each serving for a term of two years in staggered terms. The Secretary-Treasurer shall be chair. This committee shall be responsible for preparing the annual budget and advising the Secretary-Treasurer as to the investment of the Society’s surplus funds. They shall also be responsible for advising and implementing ways of enhancing the budget and to make recommendations for cost saving measures.

Section VIII.

The Governance Committee shall consist of the two most recent past presidents and at least three Members, each serving a term of two years in staggered terms. The most senior Past President shall be the chair. This committee shall prepare a list of nominees for all elected offices for balloting by the Membership, in accordance with the Constitution and Bylaws. The committee shall also review all proposed amendments to the Constitution and Bylaws. It will make appropriate recommendations if changes are necessary in the amendments. The committee shall make its services available in an advisory role regarding policies and opinions of the Society as to business-to-business relations.

The committee shall consider how changing trends in the B2B profession and society will impact on the specialty of business-to-business publications, and identify opportunities for the benefit of the Society and recommend a course of action to the Board of Directors. This committee shall also establish and maintain contacts and relations with professional organizations that have an interest in or are concerned with the field of business-to-business journalism. It shall investigate, recommend, and carry out programs to ensure dissemination of information with regard to B2B to the general public and to other journalism professions, including schools, societies, and other professional organizations.

Section IX.

The Research Committee shall consist of a Chair and at least three additional members. Each member shall serve a term of two years in staggered terms. The President shall appoint the chair annually. The Regional Director Liaison shall oversee this committee. The committee shall be responsible for the development of research projects that provide valuable information that can be used by Members of the Society as well as help promote the practice of business-to- business journalism. Position papers and reviews on subjects pertaining to business-to-business will be within the purview of this committee.

Section X.

The Ethics Committee shall consist of at least five Members, each serving for a term of three years in staggered terms. The President shall appoint the chair annually. The Immediate Past President shall oversee this committee. The committee will be responsible for developing and maintaining the Society’s Code of Ethics – “Guide to Preferred Editorial Practices”. The committee is responsible for conducting research, updates and maintaining the integrity of information on an ongoing basis and to disseminate it to the membership and other industry related organizations as necessary. The committee shall also be responsible for prompt responses to membership queries regarding ethics on an as needed basis.

Section XI.

Ad hoc committees may be established by the President or the Board of Directors to address specific issues or activities of interest to the Society that may not fall within the charge of standing committees. The charge, scope, membership and funding source of ad hoc committees shall be specified at the time of committee formation. The Chair and members of ad hoc committees shall be Members and shall be appointed by the President. Ad hoc committees shall have terms of one year following establishment. Ad hoc committees will report their findings and recommendations to the President and Board of Directors when requested. When necessary, the terms of ad hoc committees may be extended for periods of one year or less by the President or the Board of Directors.

Section XII.

The Board of Directors is responsible for developing and maintaining guidelines to help committees determine their level of authority when addressing issues or projects. The guidelines will indicate when the committee needs to bring and issue to the Board for input or a vote and when the committee can make decisions on their own to progress forward without the need for Board approval.

ARTICLE X: Discipline

Section I.

The Board of Directors is authorized to expel any member when the professional or business conduct of the member is detrimental to the interests of the Society.

Section II.

The Board of Directors shall receive and consider all complaints concerning the conduct of Members.

Section III.

A vote to expel a member shall be by two-thirds vote of the Board of Directors.

Section IV.

Disciplinary action against a Member can be taken only after having given the Member at least 30 days written notice by registered or certified mail, that such action is contemplated and that he/she is entitled to a hearing by the Board of Directors.

Section V.

The member shall have full opportunity to present testimony or other evidence, either in advance of or during the meeting at which the expulsion is to be considered.

Section VI.

A vote of three-fourths of the Board of Directors shall be necessary to censure, suspend, or expel any Member.

ARTICLE XI: Meetings

Section I.

There shall be an annual meeting of the Society subject to Board approval. The date and place of this meeting shall be determined by the Board of Directors one year in advance. The Secretary-Treasurer will forward this information to all Members at least six months in advance of each meeting.

Section II.

Additional meetings may be called by the Board of Directors or by the signed request of 5 percent of the membership.

ARTICLE XII: Quorum

Section I.

A quorum for conduct of business shall be one-fourth of the members registered for each annual meeting, provided that this number does not amount to less than one-fifth of the membership.

ARTICLE XIII: Amendments

Section I.

This Constitution may be amended by a two-thirds vote of the Board Members present and voting. Voting may be at any meeting, providing that notice of the proposed amendments, has been given to the Board of Directors sixty days previous to the annual meeting.

Section II.

Proposed amendments to the Constitution shall be submitted with the reason(s) for the proposed change.

Bylaws

ARTICLE I: Membership Qualification

Section I.

Any staff writer, staff editor, freelance editor, freelance writer, art director, graphic designers, academicians, students of journalism, or persons engaged in public relations or corporate communications or as vendors and other persons having a professional or occupational interest in journalism, communications or business publications may request membership. Applicants may address the Society’s staff who will furnish the necessary membership application.

Section II.

To qualify for membership, the applicant shall supply evidence of active interest in the field of business-to-business journalism.

ARTICLE II: Elections

Section I.

The Officers and Board of Directors of the Society shall be elected by mail, email, or fax ballot during the month of April. At the expiration of the term, the Vice President shall immediately assume the office of the President. The new officers shall assume their respective offices at the close of the annual meeting at which they have been elected. There shall be one or more candidates for the office of Vice President. There shall be one or more candidates for the office of Secretary- Treasurer, for the election preceding the expiration of their terms of office. There shall be two or more candidates for all other positions of the Society. If it is determined that the Society will not hold an annual meeting, the new officers will assume their positions as of August 1st of any given year.

Section II.

The Governance Committee, shall forward to the Secretary-Treasurer the names of all candidates for office of the Board of Directors not later than January 31 of the year preceding the election. This report shall be circulated to the membership on or before February 15. Additional nominations may be made in writing by any five (5) Members on or before March 1. After the Secretary-Treasurer has ascertained that the write-in nominee consents to being a candidate(s), the Secretary- Treasurer shall notify all other candidates for that position about the identity of the additional candidate(s). All candidates at that time shall have 5 working days to reconsider their acceptance of the nomination before their names are placed on the ballot.

Section III.

By March 31, the Secretary-Treasurer shall have printed and mailed, emailed, or faxed to each Member in good standing a ballot containing the names of all candidates, the names being arranged in alphabetical order for each office. Each ballot shall be numbered and shall not correspond with any member name, but for use in preventing ballot duplication to avoid illegal voting. The marked ballot shall be returned to the attention of the Secretary-Treasurer by mail, email, or fax as voter feels appropriate.

Section IV.

Thirty days shall be allowed for return of ballots following the mailing date. The returned ballots shall be counted by ASBPE staff and the count verified by the Secretary/Treasurer within two weeks after the ballot deadline date.

Section V.

In the event of a tie vote for any office, the candidate to be elected will be determined from among the candidates receiving the tie votes for that office, by the Members present at the current annual meeting.

ARTICLE III: Vacancies

Section I.

In the event that the office of President becomes vacant, the Vice President shall become President for the unexpired portion of the term. A vacancy in the office of Vice President, Secretary-Treasurer, Chapter Liaison or any other Board Director shall be filled by a majority vote of the Board of Directors at any regular or special meeting or by electronic or mail ballot if no Board meeting is scheduled within 30 days of such vacancy.

ARTICLE IV: Duties of Officers

Section I.

The President shall preside at all meetings of the Society. The President shall be chair of the Board of Directors and ex-officio member of all committees. The President shall appoint members and chairs of all committees of the Society except as otherwise provided in the Constitution and Bylaws.

Section II.

The Vice President shall become President when the office of the President is vacated by the expiration of the term. The Vice President shall assume the duties of the President prior to the expiration of the term in the event of absence of the President.

Section III.

In the absence of the President, the Vice President shall assume the duties of the President.

Section IV.

The Secretary-Treasurer shall oversee the collection of dues and shall arrange for safekeeping of Society funds and investments subject to the approval of the Board of Directors; and the funds of the Society shall be withdrawn only upon the check or order of the Secretary-Treasurer, countersigned by the President. The Secretary-Treasurer shall keep books on all transactions, shall submit an annual statement of financial affairs to the Board of Directors and the Membership. The Secretary-Treasurer shall keep a record of the Society meetings as well as minutes of the meetings of the Board of Directors.

Section V.

The Society shall indemnify and hold harmless each Society officer, each member of the Board of Directors, and each member of the standing committees from and against any and all claims and liabilities to which such persons may be, or become, subject by reason of having been or hereafter being, an officer, a Director, or a member of a standing committee, or by reason of alleged acts or omissions as an officer, a Director, or a member of a standing committee. The Society shall reimburse each of the aforementioned officers, Directors, or members of standing committees for all legal and other expenses reasonably incurred by them in connection with the defending against any such claims or liabilities, provided, however, that no officer, Director, or member of a standing committee shall be indemnified against, or reimbursed for, an expense incurred in defending a claim or liability arising out of personal negligence or willful misconduct. The foregoing rights of the officers, Directors, or members of standing committees shall not be exclusive of other rights to which they may be lawfully entitled.

ARTICLE V: Fees and Dues

Assessment of fees and dues shall be determined by Board of Directors upon recommendation by the Finance Committee.

Section I.

There may be an application fee for Membership, which must be remitted with the initial dues payment and application.

Section II.

There shall be an assessment for annual dues for Members.

Section III.

The operating year shall commence on January 1 of each year and the annual dues are payable at this time.

Section IV.

The first statement for annual dues, and all other indebtedness to the Society shall be forwarded on or before December 1 and shall be payable by January 1. A second statement, if necessary, shall be forwarded by February 1 and the member considered delinquent if the total amount of the statement is not remitted to the Secretary-Treasurer by April 1. A third and final notice shall be sent to delinquent members on May 1 and they shall be dropped from the Society roll on June 1 if they have not remitted full payment by this date. Delinquent members can attend the Annual Meeting and participate in any Society programs or courses at the non- member rate.

ARTICLE VI: Reinstatement and Resignation

Section I.

A member may be reinstated by payment of all indebtedness, exclusive of membership dues, to the Society before December 31 of the same year that membership was dropped. During the second year membership may be reinstated by payment of all indebtedness. After two years an individual must resubmit an application for membership. They shall be required to pay the applicable membership dues and application fee and all other indebtedness before membership is granted.

ARTICLE VII: Emergency Powers of the Board of Directors

Section I.

Under times of financial stress or national emergency, the Board of Directors shall have the power to act in any manner necessary for the welfare of the Society.

ARTICLE VIII: Parliamentary Procedure

Section I.

All parliamentary procedures at meetings of this Society and its Board of Directors shall be governed by the latest edition of Roberts Rules of Order for Parliamentary Procedure except where otherwise provided in the Constitution and Bylaws.

Section II.

A parliamentarian may be appointed by the President of the Society and shall serve in an advisory capacity.

ARTICLE IX: Amendments

Section I.

These Bylaws may be amended by a vote of two-thirds of the Board of Directors present and voting at any meeting of the Society or Board of Directors, provided that the proposed amendment be submitted to the full Board of Directors with the reasons for the proposed change, by publication, at least 7 days prior to the meeting.

Section II.

Without prior notification, amendments of the Bylaws may also be effected by unanimous consent of Membership voting at a regular meeting of the Society.